Terms & Conditions for Quotes

STANDARD TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE AND CANCELLATION OF ORDERS
Each order for goods is subject to acceptance in writing by a duly authorized officer of Seller, any written acknowledgment of receipt of an order shall not in and of itself constitute such acceptance. Orders accepted by Seller may be cancelled by Buyer only upon written consent of Seller. In the event of cancellation or other withdrawal of an order for any reason and without limiting any other remedy which Seller may have as a result of such cancellation or other withdrawal, reasonable cancellation or restocking charges, which shall include all expenses then incurred and commitments made by Seller, shall be paid by Buyer to Seller. Special orders for items may not normally stocked are non-cancelable and non-refundable.

2. DELIVERY
All prices quoted and goods shipped are F.O.B. Seller’s facility. Title to and risk of loss of all goods shall pass upon Seller’s delivery to carrier for shipment to Buyer. Unless otherwise agreed by Seller in writing, Buyer shall pay all freight, handling, delivery and insurance charges for shipment of goods. Choice of carrier and shipping method and route shall be at the election of Seller unless specifically designated by Buyer, Seller shall include, without limitation, acts of God, acts or omissions of Buyer or civil or military authorities, fire, strikes, epidemics, quarantine restriction, flood, earthquakes, riot, war, delays in transportation or inability to obtain necessary labor, materials or supplies. In the event of any delay, the contractual date of delivery, if any, shall be extended for a period equal to the time lost as a consequence of such delay without penalty to Seller. Seller shall be entitled to refuse or to delay shipments for failure by Buyer to pay promptly any payments due Seller, whether on this or any other contract between Seller and Buyer, Seller shall have the right to deliver all goods covered hereby at one time or in portions from time to time, within the time for delivery provided in such order.

3. TERMS
(a) Unless otherwise specified by Seller in writing (refer to payment terms on face of this agreement), payment in full of net amount owing, without offset or deduction, is due upon receipt. If payment is not received within a 30 day period, a late payment charge of 2% per month of the unpaid balance or the maximum amount allowed by law, whichever is less, shall be paid by Buyer.

(b) All checks are accepted subject to collection, and Buyer agrees to pay all costs of collection, including reasonable attorneys fees and costs. Any check received from Buyer may be applied by Seller against any obligation of Buyer to Seller under this or any other agreement notwithstanding any statement appearing on or referring to such check. Acceptance of any partial payment shall not constitute a waiver of Seller’s right to payment in full of all amounts owing from Buyer to Seller.

(c) Buyer hereby grants Seller a security interest in the goods shipped under this agreement, including all accessions to and replacement of such goods, and the proceeds thereof, to secure the payment of the purchase price of such goods and all other amounts owing under this agreement, all as described and set forth on each invoice for such goods shipped pursuant to this agreement. Buyer agrees that its signature on the Application for Credit and thereby, its acceptance of Seller’s Standard Terms and Conditions of Sale, can and may be used by Seller for facilitation of filing a financing statement in any
location deemed necessary or advisable to perfect Seller’s security interest in the goods and their proceeds, without the necessity to obtain an additional signature on the actual financing statement. Nonetheless, Buyer agrees to cooperate fully with Seller in executing any additional documents, instruments, financing statements amendments thereof as Seller may deem necessary or advisable to maintain and continue the security interest created by this agreement.

3. INSPECTION AND ACCEPTANCE OF GOODS
Buyer shall be responsible for conducting the final acceptance tests on the goods if necessary, which tests shall be completed promptly and in no event later than 30 days after delivery. The goods shall be deemed accepted by Buyer unless Buyer notifies Seller in writing of Buyer’s rejection of the goods and the reason for such rejection within 30 days after delivery of the goods to Buyer. Seller agrees as Seller shall elect, to credit the account of buyer or replace without charge to Buyer all goods which, at the time of delivery, are not in accordance with their manufacturer’s specifications, but only if Buyer provides Seller a timely rejection of the goods and returns such goods to Seller’s facility within 30 days from date of delivery in original package and in good condition, without their serial numbers or any part thereof altered, defaced or removed, and accompanied by a specification in writing of the defects involved. Buyer shall notify Seller in each instance when Buyer intends to return goods that Buyer believes are not in accordance with their manufacturer’s specifications, and Seller shall be entitled to examine such goods at Buyer’s facilities prior to their return. Final inspection and determination whether goods are in accordance with their manufacturer’s specifications shall be made at Seller’s facility, or may be based upon the manufacturer’s actual test report. Other than the foregoing inspection and acceptance provisions, all sales of goods are final, and Buyer shall have no right to return such goods to Seller nor shall Buyer have a right to cancel goods ordered prior to delivery of such goods, without the prior written consent of Seller. Notwithstanding the foregoing, in no event shall Seller issue or cause to be issued a Return Manufacturer’s Authorization (“RMA”) beyond ninety (90) days from the date of delivery to Buyer of any goods.

4. SELLER’S RIGHT TO INCREASE PRICES
Unless otherwise specified on the face of this agreement, Seller reserves the right to increase the selling price of any and all goods ordered by Buyer but not yet shipped from Seller’s place of business prior to an increase in Seller’s cost of such goods by Seller’s supplier. The selling price quoted herein shall upon an increase in price by Seller’s supplier to be increased by a percentage equal to the percentage of increase in Seller’s cost for the goods, and Buyer agrees to pay any such increased price in accordance with the terms hereof.

5. TAXES
Seller’s prices do not include sales, use, and excise of similar taxes. Accordingly, Buyer shall, in addition to prices specified by Seller, pay any sales, use excise or similar tax attributable to the sale of the goods covered hereby, or, in lieu thereof, provide Seller with tax exemption certificates acceptable to the taxing authorities.

6. WARRANTIES AND REMEDIES
IN SOME INSTANCES THE SELLER IS ACTING SOLELY AS A THIRD PARTY DISTRIBUTOR OF THE PRODUCTS COVERED BY THIS AGREEMENT AND THAT THE MANUFACTURER OR LICENSOR OF THE PRODUCTS SHALL BE SOLELY RESPONSIBLE TO SELLER AND TO THIRD PARTIES FOR ALL LIABILITY, CLAIMS, DAMAGES, OBLIGATIONS, AND COSTS AND EXPENSES RELATED TO THE PRODUCTS DISTRIBUTED BY SELLER, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LIABILITY, CLAIMS, OBLIGATIONS, DAMAGES, COST OR EXPENSES, INCLUDING WITHOUT LIMITATION, ANY SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, BUSINESS LOSSES, PERSONAL PROPERTY DAMAGE, AND PERSONAL INJURY), ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SUPPLYING OF THE PRODUCTS TO BUYER OR ANY RELATED SERVIES PROVIDED TO BUYER , ANY THIRD PARTY RIGHTS IN THE PRODUCTS, OR ANY USE OF THE PRODUCTS, OR THE RESULTS OR DECISIONS MADE OR OBTAINED BY USERS OF THE PRODUCTS. BUYER AGREES TO LOOK SOLELY TO THE MANUFACTURER OR LICENSOR OF THE PRODUCTS FOR COMPLIANCE WITH THE MANUFACTURER’S OR LICENSOR’S WARRANTY AND FOR ANY MAINTENANCE, SUPPORT OR REPAIR OF THE PRODUCTS. The warranty delivered to Seller by the manufacturer or other vendor thereof shall be assigned to Buyer, to the extent such assignment is permitted by the terms thereof. Notwithstanding the foregoing, no such warranty shall apply to any goods which have been altered or repaired, except by Seller or the manufacturer, or which have been subjected to misuse, negligence or accident. Such warranty is expressly in lieu of any other and Seller makes no warranty, express or implied, with respect to the goods, and in particular SELLER DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY OF SUCH GOODS OR THE FITNESS OF SUCH GOODS FOR BUYER’S PURPOSE OR USE. SELLER MAKES NO REPRESENTATION, COVENANT OR WARRANTY WITH RESPECT TO THE EXTENT OR ENFORCEABILITY OF THE MANUFACTURER OR LICENSOR’S WARRANTY. NO REPAIR OR REPLACEMENT OF GOODS BY SELLER, MANUFACTURER OR LICENSOR SHALL EXTEND THE WARRANTY PERIOD OF MANUFACTURER OR LICENSOR, SELLER NEITHER ASSUMES NOR AUTHORIZES BUYER OR ANY OTHER PERSON TO ASSUME ON BEHALF OF SELLER ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OF GOODS. SELLER SHALL NOT BE LIABLE FOR ANY DAMAGES DUET TO DELAY IN DELIVERIES, SERVICE, USE OF EQUIPMENT OR OTHER PERFORMANCE AS SPECIFIED IN OR CONTEMPLATED BY THIS AGREEMENT. Global Electronics Ltd. warrants that the software and firmware designated by Global Electronics Ltd. for use with its’ manufactured equipment will execute its programming instructions when properly installed on the system. Global Electronics Ltd. does not warrant that the operation of the software or firmware will be uninterrupted or error free. Software defects reported by the customer will be evaluated for potential incorporation for in future upgrades. GEL although not liable for software defects, will make efforts in future upgrades to incorporate changes as necessary. Global Electronics Ltd. will warrant components against defects for a period of ninety (90) days. Equipment manufactured by Global Electronics Ltd. will carry a one (1) year warranty against workmanship. Global Electronics Ltd. will, at its option, either repair or replace components that prove to be defective.

7. PATENTS
Seller shall have no liability of any kind with respect to any actual or alleged infringement of any United States or foreign patent, trademark, copyright, maskwork right, trade secrets or similar proprietary rights. Buyer agrees to look solely to the manufacturer or licensor of the products with respect to any claim of infringement. Furthermore, Buyer agrees to protect, defend, indemnify and hold harmless Seller from all sums, costs, expenses and attorneys’ fees which Seller may incur or be obligated to pay as a result of any and all claims, demands, causes of action or judgements arising out of or relating to any use, modification or enhancement of the goods purchased by Buyer unless such use, modification or enhancement is approved in writing by the manufacturer or licensor of the goods.

9.INSTALLATION
Buyer shall be solely responsible for the installation and operation of the goods covered hereby, including without limitation, the obtaining of all permits, licenses or certificates required for the installation or use of such goods.

10. TECHNICAL ADVICE AND DATA
Any technical advice offered or given in connection with the use of any goods is as an accommodation to Buyer, without charge, and Seller shall have no responsibility or liability whatsoever for the content or use of such advice. Without Seller’s prior written consent, Buyer shall not use, duplicate or disclose any technical data delivered or disclosed by Seller to Buyer for any purposes other than for installation, operation or maintenance of goods purchased by Buyer.

11. SOFTWARE
All computer software, if any, delivered by Seller to Buyer is licensed pursuant to separate licensing agreements or other arrangements directly to Buyer from the owner of the software or other third party. Buyer acknowledges receipt of a separate agreement pursuant to which software delivered to Buyer is licensed. Buyer acknowledges that Seller is not a party to such license with respect to software supplied hereunder. Buyer agrees to look directly to the licensing party in connection with all maintenance, support, infringement and warranty claims relating to software delivered to Buyer hereunder.

12. DEFAULT
In the event of any default, Buyer shall pay all costs incurred by Seller in collecting any amounts due under this agreement, including reasonable attorneys’ fees and costs. The waiver by Seller of any breach hereof or default in any payment shall not be deemed to constitute a waiver of any succeeding breach or default. In the event of default, Seller shall have all the remedies provided under the Uniform Commercial Code, which shall be cumulative with one another and with any other remedies which Seller may have at law, in equity, under any agreement of any type or, without limitation, otherwise. The exercise or failure to exercise any remedy shall not preclude the exercise of that remedy at another time or of any other remedy at any time. No action, regardless of form, arising out of, or in any way connected with, the goods furnished of services rendered by Seller, may be brought by Buyer more than one year after the cause of action has accrued.

13. INTEGRATION AND ASSIGNMENT
This agreement sets forth the sole and entire agreement between the parties with regard to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party had knowledge of the nature of the performance and opportunity for objection. No subsequent alteration of this agreement whatsoever shall be binding upon Seller unless reduced to writing and signed by both Seller and Buyer. No agent employee or representative of the Seller has any authority to bind the Seller to any affirmation, representation of warranty covering the materials sold under this agreement, and unless an affirmation, representation or warranty bade by and agent, employee or representative is specifically included within this agreement it has not formed a part of the agreement and shall not in any way be enforceable against the Seller. Any assignment of this agreement or any right hereunder by Buyer shall be void without Seller’s written consent.

14. BUYER’S TERMS AND CONDITIONS
Seller desires to provide its customers with prompt and efficient service. Accordingly, goods furnished and services rendered by Seller are sold only on the terms and conditions stated herein. Notwithstanding any terms or conditions on Buyer’s order the information and conditions on the Credit Application are controlling over Buyer and Seller. Any conflicting statements or terms listed on the Buyer purchase orders invoice, confirmations or other Buyer generated documents (“Buyer Documents”) are negated by submission of the Credit Application and the issuance of credit by Seller, and all different or additional terms and conditions contained in any Buyer Documents are hereby objected to by Seller. Seller’s performance of any contract is expressly made conditional on Buyer’s agreement to Seller’s Terms and Conditions of Sale, unless otherwise specifically agreed to in writing by Seller. In the absence of such agreement, commencement of performance and or delivery shall be for Buyer’s convenience only and shall not be deemed or construed to be acceptance of Buyer’s terms and conditions, or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance of any goods or services shall be deemed acceptance of the terms and conditions stated herein.

15. GENERAL
This agreement and performance by the parties hereunder shall be construed in accordance with the internal laws (excluding the laws relating to conflicts) of the State of Michigan. The parties expressly exclude the applicability of the United Nations International Sale of Goods. All interest of Buyer. If any provision or portion of this agreement is held to be invalid, illegal, unconscionable or unenforceable, the other provisions and portions hereof shall not be affected. The several captions used herein are for the convenience of the parties only and shall not affect the construction or interpretation hereof.

Quoted delivery is based upon present workload and is subject to change based upon the actual delivery or receipt of the purchase order.

This quotation is valid for thirty (30) days.

This quotation is subject to change based on the customer requirement or job scope changes.
CERTIFICATE OF CONFORMANCE

These materials and/or parts were produced in conformance with all contractually applicable Government and/or Buyer specifications as referenced in, or furnished with the purchase order as stated on face of agreement.

Terms & Conditions for Vendors

LIABILITY FOR PERSONAL INJURIES AND PROPERTY DAMAGE

SELLER SHALL BE EXCLUSIVELY RESPONSIBLE FOR, SHALL BEAR, AND SHALL RELIEVE BUYER FROM LIABILITY FOR, ALL LOSS AND/OR EXPENSE AND/OR DAMAGE AND/OR CLAIMS RESULTING FROM BODILY INJURY, SICKNESS OR DISEASE, INCLUDING DEATH AT ANY TIME RESULTING THEREFROM, SUSTAINED BY ANY PERSON OR PERSONS, AND/OR ON ACCOUNT DAMAGE TO OR DESTRUCTION OF PROPERTY, INCLUDING THAT OF BUYER AND/OR ON ACCOUNT OF LOSS OF USE OF SUCH PROPERTY ARISING OUT OF, OR IN CONNECTION WITH THE PERFORMANCE OF SELLER’S WORK, INCLUDING ALL WORK ASSIGNED TO SELLER, WHETHER SUCH LOSS, EXPENSE, DAMAGE AND/OR CLAIMS BE CAUSED BY OR RESULT, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR OTHER CONDUCT OF BUYER, SELLER ANY SUB-CONTRACTOR, OR ANY OF THE EMPLOYEES, AGENTS OR SERVANTS OF ANY OF THEM, OR ANY OTHER PERSON OR PERSONS WHATSOEVER, EXCEPT THAT, ANYTHING TO THE CONTRARY NOTWITHSTANDING CONTAINED HEREIN, THE SELLER SHALL NEITHER BE RESPONSIBLE NOR RELIEVE THE BUYER FROM LIABILITY FOR THE WILLFUL MISCONDUCT OR THE SOLE NEGLIGENCE OF THE BUYER OR ANY OF ITS EMPLOYEES, AGENTS OR SERVANTS.

CHANGES AND EXTRAS
NO CHANGES IN PLANS OR SPECIFICATIONS, OR EXTRA WORK, WILL BE PERMITTED OR PAID FOR UNLESS THE DETAILS AND COST THEREOF SHALL HAVE BEEN APPROVED BY BUYER’S WRITTEN ORDER.

LIENS AND CLAIMS
SELLER AGREES THAT HE WILL HOLD BUYER HARMLESS FROM ALL LIENS OR CLAIMS WHICH MAY AT ANY TIME BE ASSERTED BY SELLER’S SUBCONTRACTORS OR MATERIALMEN AND, IF REQUESTED SO TO DO, SELLER SHALL OBTAIN FROM HIS SUBCONTRACTORS AND FILE WITH BUYER A RELEASE, IN FORM ACCEPTABLE TO BUYER, OF MECHANICS’ LIEN CLAIMS TO WHICH SUCH SUBCONTRACTORS MAY AT ANY TIME BE ENTITLED. SELLER’S FINAL INVOICE MUST BE ACCOMPANIED BY AN AFFIDAVIT SHOWING FULL PAYMENT OF ALL BILLS FOR LABOR AND MATERIAL AND ALL SUMS DUE SELLER’S SUBCONTRACTORS. SELLER’S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF ALL CLAIMS AGAINST BUYER.

GUARANTEE
UNLESS OTHERWISE PROVIDED IN THE SPECIFICATIONS OR PURCHASE ORDER, SELLER GUARANTEES ALL WORK AGAINST DEFECTIVE WORKMANSHIP OR MATERIAL FOR A PERIOD OF ONE YEAR FROM THE COMPLETION THEREOF, AND SUCH DEFECTIVE WORKMANSHIP OR MATERIAL, AND ANY OTHER WORK AFFECTED IN THE CORRECTION THEREOF, SHALL BE MADE GOOD BY SELLER AT HIS OWN EXPENSE.

WAIVER
The failure of buyer to enforce any one or more of the provisions of the purchase order shall not be construed to be a waiver thereof, no shall such failure affect the validity of the purchase order or the right of buyer thereafter to enforce each and every such provision.

1. OFFER ACCEPTANCE
(a) Once accepted, such Purchase Order together with these terms and conditions will be the complete and exclusive statement of the purchase agreement. Any modifications proposed by Seller are not part of the agreement in the absence of Buyer’s written acceptance.

2. MODIFICATIONS
(a) Buyer, at any time, by way of written notice to Seller, may change the design (including drawings, materials and specifications), processing, method of packing and shipping, and the date or place of delivery of the Supplies.
(b) If any such change affects cost or timing, Buyer will adjust the purchase price and delivery schedules equitably.
(c) Seller will not make any change in the design, processing, packing, shipping, date or place of delivery of the Supplies unless done pursuant to Buyer’s instructions or with Buyer’s written approval.

3. BAILED PROPERTY
Seller bears all responsibility for loss of and damage to property owned by Buyer and possessed by Seller for use in performing a Purchase Order, including responsibility for loss and damage which occur despite Seller’s exercise of reasonable care, but excluding normal wear and tear. Seller will (1) properly house and maintain such property on Seller’s premises, (2) prominently mark it Property of Buyer, (3) refrain from commingling it with the property of Seller or with that of a third party, and (4) adequately insure such property against loss or damage. Buyer will have the right to enter Seller’s premises at reasonable times to inspect such property and Seller’s records pertaining thereto. Where permitted by law, Seller waives any lien which Seller might otherwise have on any of Buyer’s property for work done thereon or otherwise. Seller will assign to Buyer any claims Seller has against third parties with respect to Buyer’s property. Upon request, Seller immediately will deliver such property at Buyer’s option F.O.B. Carrier Seller’s facility (Ex Works Loaded) or F.O.B. Buyer’s premises (CIF Buyer Plant/Delivered Buyer Plant), properly packed and marked in accordance with the requirements of the carrier and Buyer.

4. DELIVERY DATES, RELEASES
If delivery dates are not specified in a Purchase Order, Seller will procure materials and fabricate, assemble, and ship Supplies or provide services only as authorized in shipment releases issued to Seller by Buyer. Buyer may return over-shipments to Seller at Seller’s risk and expensed for all packing, handling, sorting, and transportation. Buyer, at any time may change or temporarily suspend shipping schedules specified in a Purchase Order or shipment release or other written instructions issued by Buyer pursuant to this Section. For Supplies shipped to a European destination, the Buyer’s Material Planning Guide will apply and for Supplies shipped to North American destinations, Buyer’s Material Shipping Guide will apply.

5. INSPECTION
Buyer at its option may reject and return at Seller’s risk and expense, or retain and correct, Supplies that fail to conform the requirements of a Purchase Order even if the nonconformity does not become apparent until the manufacturing or processing stage. If Buyer elects to correct the Supplies, it will consult with Seller on the method of correction. Seller will reimburse Buyer for all reasonable expenses resulting from rejection or correction.

6. INVOICES, PAYMENT
(a) Payment to the supplier is based upon the terms stated on the Purchase Order.

7. APPLICABLE TAXES
(a) The total price specified for Supplies on a Purchase Order will include all elements of freight, duty and tax as specified in the relevant delivery term.

(b) For Supplies to be provided to U.S. destinations by U.S. suppliers, most purchases will be covered by clauses 11(c). If not covered by such provisions, Seller must include sales or use tax if Seller is licensed to do so by the tax authorities of the destination state. Seller must identify the sales or use tax on Seller’s invoice as a separate item.

(c) For production Supplies shipped to U.S. destinations or services to be provided in the U.S., Seller will not charge to Buyer state or local sales or use taxes on such production Supplies and services. Buyer will use such Supplies and services for resale or in industrial processing or manufacturing or will attach them to taxable good for sale.

8. WARRANTY
(a) Seller warrants that Supplies under a Purchase Order will, during the warranty period specified below, conform to the applicable drawings, specifications, or other description furnished pursuant to the Purchase Order, and free of defects in design (to the extent that Seller furnished the design), materials, and workmanship and be suitable for the purpose intended.

(b) Seller will indemnify and hold Buyer harmless in respect of the cost of recall campaigns and other corrective service actions that, in Buyer’s reasonable judgment, are required to rectify nonconfomities in the Supplies that are the result of a breach of the foregoing warranty.

(c) Seller will warranty electrical components against defects for a period of 90 days

(d) Seller will warranty workmanship against defects for a period of 1 year.

9. DEFENSE AND INDEMNITY
(a) At Buyer’s request, Seller will defend all claims (including lawsuits, administrative claims, and other proceedings to recover for personal injury or death, property damage, or economic losses) that are related in any way to Seller’s performance or obligations under a Purchase Order, including claims based on Seller’s breach of warranty; claims arising out of or related work performed by Seller, its employees or subcontractors on Buyer’s premises; and claims for any related violations of any law, ordinance or regulation. To the full extent permitted by applicable law, Seller will indemnify, Buyer, its director, officers and employees and authorized dealers for all expenses (including attorney fees, settlements, and judgments) incurred by Buyer in connection with such claims. Seller’s obligation to defend and indemnify under this Section will apply regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability or otherwise except for claims that arise as a result of the sole negligence of Buyer.

10. TITLE AND ENGINEERING DRAWINGS, SPECIFICATIONS
(a) Any documents produced or acquired by Seller under a Purchase order will belong to Buyer. Any engineering drawing that Seller is required to prepare and furnish to Buyer will conform to the requirement of the local Computer Aided Design standards of the Buyer.
(b) All drawings, know-how, and confidential information supplied to Seller by Buyer and all rights therein will remain the property of Buyer and will be kept confidential by Seller. Seller is licensed to use Buyer’s drawings, know-how, and confidential information only for the purpose of fulfilling its obligations under a Purchase Order. Seller will not disclose such drawings to third parties unless this is required for Seller to fulfill its duties under a Purchase Order. Seller will inform Buyer in writing of any third parties to whom Seller subcontracts any of the work required under a Purchase Order specifying in detail the work which has been subcontracted to such third party. Seller will ensure that any third party to whom Seller subcontracts any of the work hereunder is bound by all the terms and conditions relating to such work to which Seller is bound under a Purchase Order.

11. AUDIT RIGHTS
Buyer will have the right at any reasonable time to send its authorized representatives to examine all pertinent documents and materials in possession or under the control of Seller relating to any of Seller’s obligations under a Purchase Order or any payments requested by seller pursuant to a Purchase Order. Seller shall maintain all pertinent books and records relating to a Purchase Order for a period of two years after completion of services or delivery of Supplies pursuant to that Purchase Order.

12. EXCUSABLE DELAYS
Neither Buyer nor Seller will be liable for a failure to perform that arises from causes or events beyond its reasonable control and without its fault or negligence labor disputes. The party claiming the excusable delay shall give notice in writing as soon as possible after the occurrence of the cause relied on and after termination of the condition. In the event of an excusable delay in performance, Buyer at its option may acquire possession of all finished goods, work in process, and parts and materials produced or acquired for the work under a Purchase Order, and Seller will deliver such articles to Buyer, at Buyer’s option, Seller’s facility or F.O.B. Buyer’s facility. Buyer may also obtain the Supplies covered by a Purchase Order elsewhere for the duration of the impediment and a reasonable period thereafter. Prior to the expiration of any directly related labor contract of Seller, Seller at its expense will take such actions as Seller may reasonably determine to ensure the uninterrupted production of supplies for a period of 30 days for Buyer during any anticipated labor disruption or slowdown resulting from the expiration of the labor contract.

13. REMEDIES, WAIVER
The individual remedies reserved in a Purchase Order will be in addition to any remedies provided by law. No waiver of any breach of any provision of a Purchase Order will constitute a waiver of any other breach of such or any other provisions.

14. TERMINATION
(a) Unless a Purchase Order specifically states otherwise, Buyer may terminate its purchase obligations under a purchase order, in whole or in part, at any time by a written notice of termination to Seller. Buyer will have such a right of termination notwithstanding the existence of an Excusable Delay of Section 13.

(b) Upon receipt of the notice of termination, Seller, unless otherwise directed by Buyer, will (1) terminate promptly all work under a Purchase Order; (2) transfer title and deliver to Buyer the finished work, the work in process, and the parts and materials which Seller produced or acquired in accordance with a Purchase Order and which Seller cannot use in producing goods for itself or for other; (3) verify/settle all claims by subcontractor for actual costs that are rendered unrecoverable by such termination and provided the recovery of materials in Seller’s possession is ensured; and (4) take actions reasonably necessary to protect property in Seller’s possession in which Buyer has an interest until disposal instruction from Buyer has been received.

(c) Upon termination by Buyer under this Section, Buyer’s obligation to Seller will be (1) the Purchase Order price for all finished work and completed services which conform to the requirements of a Purchase Order; (2) Seller’s actual cost of the work in process and parts and materials transferred to Buyer in accordance with subsection (b) (2) hereof; (3) Seller’s actual costs of settling the claims by subcontractors of subsection (b) (3) hereof; and (4) Seller’s actual cost of carrying out its obligations of subsection (b) (4) hereof, but Buyer’s obligations will not exceed those Buyer would have had to Seller in the absence of termination.

(d) Seller will furnish to Buyer, within one month after the effective date of termination, Seller’s termination claim, which will consist exclusively of the items of Buyer’s obligation to Seller that are listed in subsection (c) hereof. Buyer may audit Seller’s records, before or subsequent to payment, to verify amounts requested in Seller’s termination claim.

(e) Buyer will have no obligation to Seller under (b), (c), or (d) above if Buyer terminates its purchase obligations of a Purchase Order because of a default by Seller.